United Rentals (URI) Form 4 UNITED RENTALS / Matthew John Flannery ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Flannery Matthew John

(Last) (First) (Middle)

C/O UNITED RENTALS, INC.

100 FIRST STAMFORD PLACE, SUITE 700

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED RENTALS INC /DE [ URI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/08/2017		M		9,602	A	$41.25	31,243	D
Common Stock	11/08/2017		S		9,602	D	$147.4366(1)	21,641	D
Common Stock	11/08/2017		M		12,722	A	$53.78	34,363	D
Common Stock	11/08/2017		S		12,722	D	$147.4366(1)	21,641	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option - Right to Buy	$41.25	11/08/2017		M			9,602	(2)	02/16/2022	Common Stock	9,602	$0.00	0	D
Stock Option - Right to Buy	$53.78	11/08/2017		M			12,722	(3)	03/07/2023	Common Stock	12,722	$0.00	0	D

Explanation of Responses:

1. Represents weighted average sale price for executed sale transactions on November 8, 2017. The range of prices for such transactions was from $147.05 to $147.77. The reporting person hereby undertakes, upon request by the Commission staff, the issuer, or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price within the range.

2. In connection with an option award granted to the reporting person on February 16, 2012, and previously reported on Form 4, 3,201 of the option shares became exercisable on each of February 16, 2013 and February 16, 2015 and 3,200 of the option shares became exercisable on February 16, 2014.

3. In connection with an option award granted to the reporting person on March 7, 2013, and previously reported on Form 4, 4,241 of the option shares became exercisable on each of March 7, 2014 and March 7, 2016 and 4,240 of the option shares became exercisable on March 7, 2015.

Remarks:

	/s/ Alison M. Walsh, attorney-in-fact	11/08/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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